{"url_path":"/sec/mlac/proxy/2026-05-18/000110465926063258","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2029492/0001104659-26-063258-index.html","accession_number":"0001104659-26-063258","cik":"0002029492","ticker":"MLAC","issuer_name":"Mountain Lake Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2029492/0001104659-26-063258-index.html","primary_entity_key":"0002029492","primary_entity_name":"Mountain Lake Acquisition Corp."},"word_count":15107,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2615006d1_defa14a.htm\nDEFA14A\n\n**UNITED\nSTATES****SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n** **\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of****the Securities Exchange Act of 1934**\n\nFiled by the Registrant x\n\nFiled by a Party other than\nthe Registrant ¨\n\nCheck the appropriate box:\n\n¨Preliminary Proxy Statement\n\n¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n¨Definitive Proxy Statement\n\nxDefinitive Additional Materials\n\n¨Soliciting Material under §240.14a-12\n\n**Mountain Lake Acquisition Corp.**\n\n(Name of Registrant as Specified in Its Charter)\n\n(Name of Person(s) Filing Proxy Statement,\nif other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nxNo fee required.\n\n¨Fee paid previously with preliminary materials.\n\n¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**FORM 10-Q FOR THE QUARTER ENDED MARCH 31,\n2026**\n\n**TABLE OF CONTENTS**\n\n**Page**\n\n[Part I. Financial Information](#a_001)\n\n[Item 1. Interim Financial Statements](#a_002)\n\n[Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025](#a_003)\n\n[1](#a_003)\n\n[Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)](#a_004)\n\n[2](#a_004)\n\n[Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (Unaudited)](#a_005)\n\n[3](#a_005)\n\n[Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)](#a_006)\n\n[4](#a_006)\n\n[Notes to Condensed Financial Statements (Unaudited)](#a_007)\n\n[5](#a_007)\n\n[Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_008)\n\n[16](#a_008)\n\n[Item 3. Quantitative and Qualitative Disclosures About Market Risk](#a_009)\n\n[19](#a_009)\n\n[Item 4. Controls and Procedures](#a_010)\n\n[19](#a_010)\n\n[Part II. Other Information](#a_011)\n\n[Item 1. Legal Proceedings](#a_012)\n\n[20](#a_012)\n\n[Item 1A. Risk Factors](#a_013)\n\n[20](#a_013)\n\n[Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#a_014)\n\n[21](#a_014)\n\n[Item 3. Defaults Upon Senior Securities](#a_015)\n\n[21](#a_015)\n\n[Item 4. Mine Safety Disclosures](#a_016)\n\n[21](#a_016)\n\n[Item 5. Other Information](#a_017)\n\n[21](#a_017)\n\n[Item 6. Exhibits](#a_018)\n\n[22](#a_018)\n\n[Part III. Signatures](#a_019)\n\n[23](#a_019)\n\ni\n\n**PART I - FINANCIAL INFORMATION**\n\n**Item 1. Interim Financial Statements.**\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**CONDENSED BALANCE SHEETS**\n\nMarch 31,\nDecember 31,\n\n2026\n2025\n\n(Unaudited)\n\nASSETS\n\nCurrent assets\n\nCash\n$66,568\n$452,680\n\nPrepaid expenses\n85,092\n16,840\n\nPrepaid insurance\n64,651\n87,776\n\nTotal Current Assets\n216,311\n557,296\n\nCash and investments held in Trust Account\n243,344,159\n241,230,572\n\nTOTAL ASSETS\n$243,560,470\n$241,787,868\n\nLIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT\n\nCurrent liabilities\n\nAccounts payable and accrued expenses\n$339,964\n$291,378\n\nDue to Sponsor\n688\n688\n\nTotal Current Liabilities\n340,652\n292,066\n\nDeferred underwriting fee payable\n1,000,000\n1,000,000\n\nTotal Liabilities\n1,340,652\n1,292,066\n\nCommitments and Contingencies\n\nClass A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $10.58 and $10.49 per share as of March 31, 2026 and December 31, 2025, respectively\n243,344,159\n241,230,572\n\nShareholders’ Deficit\n\nPreference shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued or outstanding as of March 31, 2026 and December 31, 2025\n—\n—\n\nClass A ordinary shares, $0.0001 par value; 445,000,000 shares authorized; 805,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025\n81\n81\n\nClass B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding as of March 31, 2026 and December 31, 2025\n719\n719\n\nAdditional paid-in capital\n—\n—\n\nAccumulated deficit\n(1,125,141)\n(735,570)\n\nTotal Shareholders’ Deficit\n(1,124,341)\n(734,770)\n\nTOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT\n$243,560,470\n$241,787,868\n\nThe accompanying notes are an integral part of\nthe unaudited condensed financial statements.\n\n1\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**CONDENSED STATEMENTS OF OPERATIONS**\n\n**(UNAUDITED)**\n\nFor the\nThree Months\nEnded\nMarch 31,\nFor the\nThree Months\nEnded\nMarch 31,\n\n2026\n2025\n\nGeneral and administrative expenses\n$389,571\n$320,783\n\nLoss from operations\n(389,571)\n(320,783)\n\nOther income:\n\nInterest earned on cash and investments held in Trust Account\n2,113,587\n2,339,304\n\nNet income\n$1,724,016\n$2,018,521\n\nWeighted average shares outstanding, Class A ordinary shares\n23,805,000\n23,805,000\n\nBasic and diluted net income per share, Class A ordinary shares\n$0.06\n$0.07\n\nWeighted average shares outstanding, Class B ordinary shares\n7,187,500\n7,187,500\n\nBasic and diluted net income per share, Class B ordinary shares\n$0.06\n$0.07\n\nThe accompanying notes are an integral part of\nthe unaudited condensed financial statements.\n\n2\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’\nDEFICIT**\n\n**(UNAUDITED)**\n\n**FOR THE THREE MONTHS ENDED MARCH 31, 2026**\n\nClass A\nOrdinary Shares\nClass B\nOrdinary Shares\nAdditional\n\nPaid-in\nAccumulated\nTotal\n\nShareholders’\n\nShares\nAmount\nShares\nAmount\nCapital\nDeficit\nDeficit\n\nBalance — January 1, 2026\n805,000\n$81\n7,187,500\n$719\n$—\n$(735,570)\n$(734,770)\n\nAccretion of Class A ordinary shares subject to redemption to redemption amount\n—\n—\n—\n—\n—\n(2,113,587)\n(2,113,587)\n\nNet income\n—\n—\n—\n—\n—\n1,724,016\n1,724,016\n\nBalance — March 31, 2026 (unaudited)\n805,000\n$81\n7,187,500\n$719\n$—\n$(1,125,141)\n$(1,124,341)\n\n**FOR THE THREE MONTHS ENDED MARCH 31, 2025**\n\nClass A\nOrdinary Shares\nClass B\nOrdinary Shares\nAdditional\nPaid-in\nAccumulated\nTotal\nShareholders’\n\nShares\nAmount\nShares\nAmount\nCapital\nDeficit\nDeficit\n\nBalance — January 1, 2025\n805,000\n$81\n7,187,500\n$719\n$—\n$(6,480,797)\n$(6,479,997)\n\nAccretion of Class A ordinary shares subject to redemption to redemption amount\n—\n—\n—\n—\n—\n(2,339,304)\n(2,339,304)\n\nNet income\n—\n—\n—\n—\n—\n2,018,521\n2,018,521\n\nBalance — March 31, 2025 (unaudited)\n805,000\n$81\n7,187,500\n$719\n$—\n$(6,801,580)\n$(6,800,780)\n\nThe accompanying notes are an integral part of\nthe unaudited condensed financial statements.\n\n3\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**CONDENSED STATEMENTS OF CASH FLOWS**\n\n**(UNAUDITED)**\n\nFor the\nThree Months\nEnded\nMarch 31,\n2026\nFor the\nThree Months\nEnded\nMarch 31,\n2025\n\nCash Flows from Operating Activities:\n\nNet income\n$1,724,016\n$2,018,521\n\nAdjustments to reconcile net income to net cash used in operating activities:\n\nInterest earned on cash and investments held in Trust Account\n(2,113,587)\n(2,339,304)\n\nChanges in operating assets and liabilities:\n\nPrepaid expenses and other current assets\n(68,252)\n9,619\n\nLong-term prepaid insurance\n—\n23,125\n\nPrepaid insurance\n23,125\n—\n\nAccrued offering costs\n—\n(6,750)\n\nAccounts payable and accrued expenses\n48,586\n132,504\n\nNet cash used in operating activities\n(386,112)\n(162,285)\n\nNet Change in Cash\n(386,112)\n(162,285)\n\nCash – Beginning of period\n452,680\n1,383,392\n\nCash – End of period\n$66,568\n$1,221,107\n\nThe accompanying notes are an integral part of\nthe unaudited condensed financial statements.\n\n4\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS**\n\nMountain Lake Acquisition Corp. (the “Company”)\nis a blank check company incorporated as a Cayman Islands exempted company on June 14, 2024. The Company was incorporated for the\npurpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with\none or more businesses (“Business Combination”). The Company may pursue an acquisition opportunity in any industry or geographic\nlocation.\n\nAs of March 31, 2026, the Company has not\ncommenced any operations. All activity for the period from June 14, 2024 (inception) through March 31, 2026, relates to the\nCompany’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent\nto the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues\nuntil after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest\nincome from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.\n\nThe registration statement for the Company’s\nInitial Public Offering was declared effective on December 12, 2024. On December 16, 2024, the Company consummated the Initial\nPublic Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included\nin the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option\nin the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Simultaneously\nwith the closing of the Initial Public Offering, the Company consummated the sale of 805,000 private placement units (each, a “Private\nPlacement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to Mountain Lake Acquisition Sponsor LLC,\na Delaware limited liability company (“Sponsor”), and BTIG, representative of the underwriters (“BTIG”), generating\ngross proceeds of $8,050,000, which is described in Note 4.\n\nTransaction costs amounted to $13,354,261, consisting\nof $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee and $704,261 of other offering costs. On October 1,\n2025, the Company amended the Underwriting Agreement. As a result of the amendment, the Company reversed $7,050,000 of the deferred underwriting\nfee payable, resulting in a $1,000,000 deferred underwriting fee which is included in deferred underwriting fee payable on the balance\nsheets.\n\nThe Company’s management has broad discretion\nwith respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Units, although\nsubstantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s\ninitial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of\nthe net assets held in the Trust Account (as defined below) (excluding any deferred underwriters fees and taxes payable on the income\nearned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination.\nHowever, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding\nvoting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register\nas an investment company under the Investment Company Act.\n\nUpon the closing of the Proposed Public Offering,\nmanagement has agreed that an amount equal to at least $10.05 per Unit sold in the Proposed Public Offering, including the proceeds of\nthe Private Placement Units, will be held in a trust account (“Trust Account”) with Continental Stock Transfer &\nTrust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of\nthe Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7\npromulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the\nCompany, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as\ndescribed below.\n\nFollowing the closing of the Initial Public Offering\non December 16, 2024, an amount of $231,150,000 ($10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of\nthe net proceeds from the sale of the Private Placement Units, was placed in the Trust Account with Continental Stock Transfer &\nTrust Company acting as trustee. The funds will be held in cash, including in demand deposit accounts at a bank, or invested only in U.S.\ngovernment treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7\nunder the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until\nthe earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.\n\nThe Company will provide its holders of the Public\nShares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against,\na Business Combination, all or a portion of their Public Shares upon either (i) the completion of the initial Business Combination\nor an earlier redemption in connection with the commencement of the consummation of the initial Business Combination if the Company determines\nit is desirable to facilitate the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the\nCompany is unable to complete the initial Business Combination within the Combination Period (as defined below), subject to applicable\nlaw, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended and\nRestated Memorandum and Articles of Association (A) to modify the substance or timing of the obligation to allow redemption in connection\nwith the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination\nwithin the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial\nbusiness combination activity.\n\n5\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\nAll of the Public Shares contain a redemption\nfeature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender\noffer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum\nand Articles of Association (the “Amended and Restated Memorandum and Articles of Association”). The Public Shares were recorded\nat redemption value and classified as temporary equity at the completion of the Initial Public Offering, in accordance with Accounting\nStandards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”\n\nAdditionally, each Public Shareholder may elect\nto redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder\napproval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the Initial\nPublic Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during\nor after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their\nredemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.\nIn addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior\nconsent of the Sponsor.\n\nNotwithstanding the foregoing, the Company’s\nAmended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder\nor any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the\nSecurities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its\nshares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering,\nwithout the prior consent of the Company.\n\nThe Sponsor, executive officers, and directors\nhave agreed, pursuant to a letter agreement, that they will not propose any amendment to the Amended and Restated Memorandum and Articles\nof Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the\nCompany does not complete the initial Business Combination within the Combination Period or (B) with respect to any other material\nprovisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public\nShareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price,\npayable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the\nTrust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.\n\nIf the Company is unable to complete a Business\nCombination within 18 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate\na Business Combination beyond 18 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of\nAssociation (the “Combination Period”), the Company will, but not more than ten business days thereafter, redeem the\nPublic Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest\nearned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution\nexpenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’\nrights as shareholders (including the right to receive further liquidating distributions, if any) subject to the Company’s obligations\nunder Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such\nevent, the rights will expire and be worthless.\n\nIn connection with the redemption of 100% of the\nCompany’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata\nportion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which interest\nshall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses).\n\nThe Initial Shareholders have agreed to waive\ntheir liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination\nPeriod. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled\nto liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination\nwithin the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6)\nheld in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such\nevent, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s\nPublic Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for\ndistribution (including Trust Account assets) will be only $10.05 per share initially held in the Trust Account. In order to protect the\namounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third\nparty for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into\na written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in\nthe Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the\nTrust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of\nthe trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target\nbusiness who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)\nnor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain\nliabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event\nthat an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any\nliability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust\nAccount due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered\npublic accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with\nthe Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.\n\n6\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**Liquidity, Capital Resources and Going Concern**\n\nAs of March 31, 2026, the Company had $66,568\nin cash and a working capital deficit of $124,341. Further, the Company has incurred and expects to continue to incur significant costs\nin pursuit of its financing and acquisition plans.\n\nIn connection with the Company’s assessment\nof going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, “Presentation\nof Financial Statements—Going Concern”, as of March 31, 2026, the Company lacks the financial resources it needs to sustain\noperations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements.\nThe Company cannot ensure that its plans to raise capital or to consummate an initial Business Combination will be successful. In addition,\nManagement has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then\nthe Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s\nability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the mandatory liquidation\ndate. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.\n\n**NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n**Basis of Presentation**\n\nThe accompanying unaudited condensed financial\nstatements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)\nfor interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the\nU.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial\nstatements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for\ninterim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation\nof financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial\nstatements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial\nposition, operating results and cash flows for the periods presented.\n\nThe accompanying unaudited condensed financial\nstatements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31,\n2025, as filed with the SEC on February 20, 2026. The interim results for the three months ended March 31, 2026 and 2025 are\nnot necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.\n\n**Emerging Growth Company**\n\nThe Company is an “emerging growth company,”\nas defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the\n“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other\npublic companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation\nrequirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation\nin its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive\ncompensation and shareholder approval of any golden parachute payments not previously approved.\n\nFurther, Section 102(b)(1) of the JOBS\nAct exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies\n(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered\nunder the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that\nan emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging\ngrowth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period\nwhich means that when a standard is issued or revised it has different application dates for public or private companies. The Company,\nas an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.\nThis may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company\nnor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential\ndifferences in accounting standards used.\n\n7\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**Use of Estimates**\n\nThe preparation of the condensed financial statement\nin conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date of the condensed financial statements.\n\nMaking estimates requires management to exercise\nsignificant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances\nthat existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near\nterm due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.\n\n**Cash and Cash Equivalents**\n\nThe Company considers all short-term investments\nwith an original maturity of three months or less when purchased to be cash equivalents. The Company had $66,568 and $452,680 in cash\nand no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.\n\n**Cash and Investments Held in Trust Account**\n\nAs of March 31, 2026 and December 31,\n2025, the assets held in the Trust Account, amounted to $243,344,159 and $241,230,572, respectively. The Company classifies its U.S. Treasury\nand equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.”\nHeld-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity\ntreasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion\nof premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the\ninvestments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities are included\nin interest earned on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair\nvalues of investments held in the Trust Account are determined using available market information.\n\n**Class A Ordinary Shares Subject to\nPossible Redemption**\n\nThe Public Shares contain a redemption feature\nwhich allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder\nvote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company\nclassifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control\nof the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable\nshares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,\nthe Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares\nwill result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of March 31,\n2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary\nequity, outside of the shareholders’ deficit section of the Company’s balance sheets.\n\nAs of March 31, 2026 and December 31,\n2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the\nfollowing table:\n\nClass A ordinary shares subject to possible redemption, December 31, 2024\n$231,643,853\n\nPlus:\n\nAccretion of Class A ordinary shares subject to redemption to redemption amount\n9,586,719\n\nClass A ordinary shares subject to possible redemption, December 31, 2025\n$241,230,572\n\nPlus:\n\nAccretion of Class A ordinary shares subject to redemption to redemption amount\n2,113,587\n\nClass A ordinary shares subject to possible redemption, March 31, 2026\n$243,344,159\n\n**Fair Value of Financial Instruments**\n\nThe fair value of the Company’s assets and\nliabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying\namounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.\n\n8\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**Fair Value Measurements**\n\nFair value is defined as the price that would\nbe received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement\ndate. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives\nthe highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and\nthe lowest priority to unobservable inputs (Level 3 measurements). These tiers include:\n\n·\nLevel 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;\n\n·\nLevel 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and\n\n·\nLevel 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.\n\nIn some circumstances, the inputs used to measure\nfair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is\ncategorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.\n\n**Offering Costs**\n\nThe Company complies with the requirements of\nthe ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally\nof professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and\nOther Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.\nThe Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and\nrights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the\nClass A ordinary shares. Offering costs allocated to Public Shares were charged to temporary equity, and offering costs allocated\nto share rights included in the Public and Private Placement Units were charged to shareholders’ equity (deficit) as the rights,\nafter management’s evaluation, were accounted for under equity treatment.\n\n**Income Taxes**\n\nThe Company complies with the accounting and reporting\nrequirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the\nfinancial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to\nbe recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s\nmanagement determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest\nand penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2026 and December 31, 2025, there\nwere no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues\nunder review that could result in significant payments, accruals or material deviation from its position.\n\nThere is currently no taxation imposed on income\nby the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied\non the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s\nmanagement does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.\n\n**Net Income per Ordinary Share**\n\nThe Company complies with accounting and disclosure\nrequirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred\nto as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of\nordinary shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated\nby dividing the net income by the weighted average ordinary shares outstanding for the respective period.\n\nThe calculation of diluted net income per ordinary\nshare does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to purchase\nan aggregate of 7,666,667 Class A ordinary shares in the calculation of diluted income per ordinary share, because their exercise\nis contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share\nfor the three months ended March 31, 2026 and 2025. Accretion associated with the redeemable Class A ordinary shares is excluded\nfrom earnings per ordinary share as the redemption value approximates fair value.\n\n9\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\nThe following table presents a reconciliation\nof the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:\n\nFor the Three Months Ended\n\nFor the Three Months Ended\n\nMarch 31,2026\nMarch 31,2025\n\n**Class A Ordinary Shares**\n**Class B Ordinary Shares**\n**Class A Ordinary Shares**\n**Class B Ordinary Shares**\n\nBasic and diluted net income per share:\n\nNumerator:\n\nAllocation of net income\n$1,324,198\n$399,818\n$1,550,404\n$468,117\n\nDenominator:\n\nWeighted-average shares outstanding\n23,805,000\n7,187,500\n23,805,000\n7,187,500\n\nBasic and diluted net income per common stock\n$0.06\n$0.06\n$0.07\n$0.07\n\n**Concentration of Credit Risk**\n\nFinancial instruments that potentially subject\nthe Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal\nDeposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant\nadverse impact on the Company’s financial condition, results of operations, and cash flows.\n\n**Share Rights**\n\nThe Company accounts for the Public and Private\nPlacement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained\nin FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity\ntreatment at their assigned values.\n\n**Recently Issued Accounting Standards**\n\nManagement does not believe that any recently\nissued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed\nfinancial statements.\n\n**NOTE 3 — INITIAL PUBLIC OFFERING**\n\nPursuant to the Initial Public Offering, on December 16,\n2024, the Company sold 23,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the\namount of 2,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one right. Each right\nentitles the holder thereof to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination.\n\n**NOTE 4 — PRIVATE PLACEMENT**\n\nSimultaneously with the closing of the Initial\nPublic Offering, the Sponsor and BTIG purchased an aggregate of 805,000 Private Placement Units (495,000 Private Placement Units purchased\nby the Sponsor and 310,000 Private Placement Units purchased by BTIG), at a price of $10.00 per Private Placement Units from the Company\nin a private placement, generating gross proceeds of $8,050,000. A portion of the proceeds from the sale of the Private Placement Units\nwas added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business\nCombination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be\nused to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units are identical\nto the units sold in the Initial Public Offering.\n\n10\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**NOTE 5 — RELATED PARTY TRANSACTIONS**\n\n**Founder Shares**\n\nOn June 27, 2024, the Sponsor made a capital\ncontribution of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary\nshares (the “Founder Shares”). Subsequently, on December 12, 2024, the Company, through a share capitalization, issued\nan additional 359,375 Founder Shares to the Sponsor, resulting in an aggregate of 7,546,875 Founder Shares issued and outstanding. The\nholders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 984,375 Founder Shares, on a pro rata basis, to\nthe extent that the option to purchase additional Units is not exercised in full by the underwriters. The forfeiture will be adjusted\nto the extent that the option to purchase additional Units is not exercised in full by the underwriters so that the Founder Shares\nwill represent approximately 23.2% of all of the Company’s issued and outstanding shares after the Initial Public Offering. On December 16,\n2024, the underwriters partially exercised their over-allotment option as part of the closing of the Initial Public Offering and forfeited\ntheir option to exercise the remaining over-allotment option. As such, 359,375 Founder Shares were forfeited.\n\nWith certain limited exceptions, the Founder Shares\nare not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated\nwith the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) one year after\nthe completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange\nor other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange\ntheir Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances\nas described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders\nwith respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals\nor exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like)\nfor any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination\nor (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the\nright to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.\n\n**Due to Sponsor**\n\nAs of March 31, 2026 and December 31,\n2025, the Company owed the Sponsor $688 in connection with the overfunding of the private placement, offset by the payments made on behalf\nof the Sponsor.\n\n**Related Party Loans**\n\nOn June 27, 2024, the Sponsor agreed to loan\nthe Company up to $200,000 (as amended to $300,000 on September 23, 2024) pursuant to a promissory note (the “Note”).\nThe Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024, the closing of the Proposed Public Offering,\nor the date the Company determines not to proceed with the Proposed Public Offering. On December 31, 2024, the Company repaid the\ntotal outstanding balance of the note amounting to $275,193. Borrowings under the note are no longer available.\n\nIn addition, in order to finance transaction costs\nin connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but\nare not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business\nCombination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise,\nthe Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does\nnot close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds\nheld in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation\nof a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans\nmay be converted into units of the post-Business Combination entity at a price of $10.00 per Unit. The units would be identical to the\nPrivate Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written\nagreements exist with respect to such loans. As of March 31, 2026 and December 31, 2025, the Company had no borrowings under\nthe Working Capital Loans.\n\n**Services Agreement**\n\nThe Company agreed, commencing on the closing\nof Initial Public Offering through the earlier of consummation of the initial Business Combination and the liquidation, to pay the Chairman\nand Chief Executive Officer and the President and Chief Financial Officer, a total of up to $20,000 per month for their services as executive\nofficers and directors of the Company. For the three months ended March 31, 2026, the Company incurred and paid $60,000 of fees for\nthese services. For the three months ended March 31, 2025, the Company incurred $60,000 of fees for these services.\n\n11\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**NOTE 6 — COMMITMENTS AND CONTINGENCIES**\n\n**Registration and Shareholder Rights**\n\nThe holders of the Founder Shares, Private Placement\nUnits (and underlying securities) and any Units (and underlying securities) that may be issued on conversion of Working Capital Loans\nare entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for\nresale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that\nthe Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration\nstatements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale\nsuch securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company\nwill not be required to effect or permit any registration or cause any registration statement to become effective until termination of\nthe applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.\n\n**Underwriting Agreement**\n\nThe underwriters had a 45-day option from the\ndate of the Initial Public Offering to purchase up to an additional 3,150,000 units to cover over-allotments, if any. On December 16,\n2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to partially exercise the over-allotment\noption to purchase an additional 2,000,000 Units at a price of $10.00 per Unit and forfeited their right to exercise the remaining over-allotment\noption.\n\nThe underwriters were paid a cash underwriting\ndiscount of $0.20 per Unit, or $4,600,000 in the aggregate. In addition, the underwriters are entitled to a deferred underwriting fee\nof $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the\nTrust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.\n\nOn October 1, 2025, the Company and representative\nof the underwriters thereunder (the “Representative”) amended the Underwriting Agreement, effective and conditioned upon consummation\nof the Business Combination, by deleting Section 1.3 of the Underwriting Agreement and replacing it with the following: “1.3\nDeferred Underwriting Commission. The Representative agrees that an aggregate amount equal to one million dollars ($1,000,000) (the “Deferred\nUnderwriting Commission”), will be deposited and held in the Trust Account and payable in cash directly from the Trust Account,\nwithout accrued interest, to the Representative for its own account upon consummation of the Company’s initial merger, share exchange,\nasset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).\nIn the event that the Company is unable to consummate a Business Combination and Continental, as the trustee of the Trust Account (in\nthis context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative\nagrees that: (i) the Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued\ninterest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account,\nshall be distributed on a pro-rata basis among the Public Shareholders. Any Deferred Underwriting Commissions shall be deemed fully earned\nby each Underwriter upon the payment of the purchase price for the Units purchased by such underwriter on the closing of the Offering\n(including payment of the purchase price of any Option Units) and will be paid only if and when the Company consummates its Business Combination.”\nThe Company and the Representative agree that any reference in the Underwriting Agreement to the amount owed for the Deferred Underwriting\nCommission that is inconsistent with the provisions of Section 1.3, as amended by this Paragraph 1, shall be deemed amended to be\nconsistent with the provisions of Section 1.3, as amended by this Paragraph 1.\n\nThe amendment of the Underwriting Agreement shall\napply only in connection with the Business Combination and shall not apply in connection with any Business Combination that may be contemplated\nor consummated between the Company and any party other than Avalanche Treasury Company, LLC or its affiliates. The parties agree that\nif the Business Combination is terminated for any reason, this Letter Agreement shall be void and of no effect for all purposes. As a\nresult of the amendment, the Company reversed $7,050,000 of the deferred underwriting fee payable, resulting in a $1,000,000 deferred\nunderwriting fee which is included in deferred underwriting fee payable on the balance sheets.\n\n**Risks and Uncertainties**\n\nThe United States and global markets are\nexperiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the\nrecent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization\n(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European\nUnion and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and\nentities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication\npayment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other\nassistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and\nthe escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO,\nthe United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created\nglobal security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing\nconflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit\nand capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting\nsanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.\n\n12\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\nOn July 4, 2025, the One Big Beautiful Bill\nAct (the “OBBBA”) was enacted into law in the United States. The significant provisions of OBBBA include the permanent extension\nand modification of certain provisions of the Tax Cuts and Jobs Act which was enacted in 2017, including international tax provisions\nand the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain\nprovisions effective in 2025 and others implemented in later years. The Company is evaluating the provisions of OBBBA, but it is not expected\nto have a material impact on the Company’s financial statements.\n\nAny of the above mentioned factors, or any other\nnegative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,\nthe escalation of the Israel-Hamas conflict, enactment of OBBBA and subsequent sanctions or related actions, could adversely affect the\nCompany’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an\ninitial Business Combination.\n\n**Business Combination Agreement**\n\nOn October 1, 2025, the Company entered into\na Business Combination Agreement (the “Business Combination Agreement”) with Avalanche Treasury Corporation, a Delaware corporation\n(“Pubco”), Avalanche SPAC Merger Sub LLC, a Delaware limited liability company, Avalanche Company Merger Sub LLC, a Delaware\nlimited liability company, Avalanche Treasury Company LLC, a Delaware limited liability company (the “AT Company”), and Dragonfly\nDigital Management, LLC, a Delaware limited liability company (the “Seller”). The transactions contemplated by the Business\nCombination Agreement are referred to as the “Proposed Business Combination.” Concurrently with the execution of the Business\nCombination Agreement, the Company entered into a Sponsor Support Agreement with the Sponsor and Pubco (the “Sponsor Support Agreement”).\nIn addition, the Sponsor agreed pursuant to the Sponsor Support Agreement to effect certain security cancellations and to deposit certain\nPubco Class A Stock issued to it at the closing of the Proposed Business Combination (the “Closing”) into escrow in connection\nwith the Closing.\n\nConcurrently with the execution of the Business\nCombination Agreement, Pubco, the AT Company and the Company entered into subscription agreements (collectively, the “Company Unit\nSubscription Agreements”) with certain investors (the “Company Unit Investors”), pursuant to which the Company Unit\nInvestors agreed to purchase, payable in cash or USD Coin (“USDC”), unlocked AVAX or locked AVAX, and the AT Company agreed\nto issue and sell, approximately $274 million worth of AT Company Class A units (the “Subscribed Units”) at a price of\n$10.00 per Subscribed Unit, in a private placement (the “Company Unit Subscription”), upon the terms and subject to the conditions\nset forth therein. At the Closing, each Subscribed Unit held by Company Unit Investors will be converted automatically into one share\nof Pubco Class A Stock. Pursuant to the Company Unit Subscription Agreement, Pubco agreed to use commercially reasonable efforts\nto cause the Pubco Class A Stock into which the Subscribed Units will be converted upon Closing to be registered with the SEC.\n\nConcurrently with the execution of the Business\nCombination Agreement and the TSA (as defined below), the Seller, the AT Company, Pubco, Avalanche BVI and Avalanche Cayman (together\nwith Avalanche BVI, the “Foundation”), entered into an asset sale and contribution agreement (the “Contribution Agreement”),\npursuant to which, on the date of the Business Combination Agreement: (a) the Foundation agreed to sell a minimum of $200 million\nof AVAX tokens on a pre-discount basis to the AT Company on the terms and subject to the conditions set forth in a Token Sale Agreement\n(the “TSA”) by and between the Company and the Foundation, and (b) the Seller agreed to contribute, directly and indirectly\nthrough certain related funds, 1,960,040 AVAX tokens to the AT Company in exchange for 5,805,638 Company units.\n\nOn January 13, 2026, the Company entered\ninto Amendment No. 1 to the Business Combination Agreement (the “Business Combination Agreement Amendment”), effective\nas of October 1, 2025, which, among other things, added Astral Horizon, L.P. and certain Seller affiliates as parties to the agreement,\nmodified the allocation and form of merger consideration, revised the parties making seller representations and warranties, and replaced\nExhibit E to the Business Combination Agreement.\n\nOn March 17, 2026, the Company entered into\nAmendment No. 2 to the Business Combination Agreement, effective as of October 1, 2025, pursuant to which the parties thereto\nagreed to postpone the issuance by Pubco to Astral of the 2,000,000 shares of Astral Post-Closing Shares by thirty (30) calendar days,\nso that such issuance will occur on the thirtieth (30th) calendar day following the Closing Date, rather than on the Company Merger Effective\nTime (as defined therein).\n\nFor further details on the Proposed Business Combination,\nrefer to the Current Reports on Form 8-K filed by the Company with the SEC on October 7, 2025, January 13, 2026 and March 17,\n2026.\n\n**NOTE 7 — SHAREHOLDERS’\nDEFICIT**\n\n**Preference Shares —** The\nCompany is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of March 31, 2026 and December 31,\n2025, there were no preference shares issued or outstanding.\n\n**Class A Ordinary Shares —** The\nCompany is authorized to issue 445,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s\nClass A ordinary shares are entitled to one vote for each share. At March 31, 2026 and December 31, 2025, there were 805,000\nClass A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.\n\n13\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**Class B Ordinary Shares —** The\nCompany is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B\nordinary shares are entitled to one vote for each share. At March 31, 2026 and December 31, 2025, there were 7,187,500 Class B\nordinary shares issued and outstanding.\n\nOnly holders of Class B ordinary shares will\nhave the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders\nof Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders\nexcept as otherwise required by law. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be\nvoted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a\nsingle class on all matters submitted to a vote of the shareholders except as required by law.\n\nThe Class B ordinary shares will automatically\nconvert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination\non a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the\nlike, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked\nsecurities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares\nissuable upon conversion of all Founder Shares will equal, in the aggregate, 23.2% of the total number of Class A ordinary shares\noutstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders and not\nincluding the Class A ordinary shares underlying the Private Placement Units), including the total number of Class A ordinary\nshares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,\nby the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary\nshares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued,\nto any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion\nof Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.\n\n**Rights**\n\nExcept in cases where the Company is not the surviving\ncompany in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation\nof the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional\nshares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman\nlaw. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right\nwill be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying\neach right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within\nthe required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will\nnot receive any of such funds for their rights and the rights will expire worthless.\n\n**NOTE 8 — FAIR VALUE MEASUREMENTS**\n\nAt March 31, 2026, assets held in the Trust\nAccount were comprised of $346 in cash and $243,343,813 in U.S. Treasury securities. During the year ended March 31, 2026, the Company\ndid not withdraw any interest income from the Trust Account.\n\nGross\n\nAmortized\nHolding\n\nHeld To Maturity\nCost\nGain\nFair Value\n\nMarch 31, 2026\nU.S. Treasury Securities (Matured on April 9, 2026)\n$243,343,813\n$14,776\n$243,358,589\n\nAt December 31, 2025, assets held in the\nTrust Account were comprised of $1,121 in cash and $241,229,451 in U.S. Treasury securities. During the year ended December 31, 2025,\nthe Company did not withdraw any interest income from the Trust Account.\n\nGross\n\nAmortized\nHolding\n\nHeld To Maturity\nCost\nGain\nFair Value\n\nDecember 31, 2025\nU.S. Treasury Securities (Matured on January 8, 2026)\n$241,229,451\n$58,588\n$241,288,039\n\n14\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\n**NOTES TO CONDENSED FINANCIAL STATEMENTS**\n\n**MARCH 31, 2026**\n\n**(Unaudited)**\n\n**NOTE 9 — SEGMENT INFORMATION**\n\nASC Topic 280, “Segment Reporting,”\nestablishes standards for companies to report in their financial statement information about operating segments, products, services, geographic\nareas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information\nis available that is regularly evaluated by the Company’s chief operating officer decision maker (“CODM”), or group,\nin deciding how to allocate resources and assess performance.\n\nThe Company’s CODM has been identified as\nthe Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources\nand assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.\n\nThe CODM assesses performance for the single segment\nand decides how to allocate resources based on net income that also is reported on the condensed statements of operations as net income.\nThe measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance\nand making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:\n\nMarch 31,\nDecember 31,\n\n2026\n2025\n\nCash\n$66,568\n$452,680\n\nCash and investments held in Trust Account\n$243,344,159\n$241,230,572\n\nFor the\nThree Months\nEnded\nMarch 31,\nFor the\nThree Months\nEnded\nMarch 31,\n\n2026\n2025\n\nGeneral and administrative expenses\n$389,571\n$320,783\n\nInterest earned on cash and investments held in Trust Account\n$2,113,587\n$2,339,304\n\nThe CODM reviews interest earned on investments\nheld in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust\nAccount funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by\nthe CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination\nperiod. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure\ncosts are aligned with all agreements and budget.\n\nGeneral and administrative expenses, as reported\non the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.\n\n**NOTE 10 — SUBSEQUENT EVENTS**\n\nThe Company evaluated subsequent events and transactions\nthat occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this\nreview, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial\nstatements.\n\n15\n\n**Item 2. Management’s Discussion and Analysis\nof Financial Condition and Results of Operations**\n\nReferences in this report (the “Quarterly\nReport”) to “we,” “us” or the “Company” refer to Mountain Lake Acquisition Corp. References\nto our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”\nrefer to Mountain Lake Acquisition Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results\nof operations should be read in conjunction with the financial statements and the notes related thereto contained elsewhere in this Quarterly\nReport. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve\nrisks and uncertainties.\n\n**Special Note Regarding Forward-Looking Statements**\n\nThis Quarterly Report includes “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are\nnot historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and\nprojected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements\nin this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion\nof the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives\nof management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”\n“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify\nsuch forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s\ncurrent beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ\nmaterially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the\nProposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ\nmaterially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual\nReport on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities\nfilings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities\nlaw, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,\nfuture events or otherwise.\n\n**Overview**\n\nWe are a blank check company incorporated in the\nCayman Islands on June 14, 2024 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,\nreorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using\ncash derived from the proceeds of our initial public offering and the sale of the Private Placement Unit, our shares, debt or a combination\nof cash, shares and debt.\n\nWe expect to continue to incur significant costs\nin the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.\n\n**Recent Developments**\n\n*Business Combination Agreement with Avalanche Treasury Co.*\n\nOn October 1, 2025, we entered into the Business\nCombination Agreement which was further amended by the Business Combination Agreement Amendment and Business Combination Agreement Amendment\nNo. 2. The transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination.”\nThe Business Combination Agreement contemplates a business combination pursuant to which, among other things, (i) we will domesticate\nas a Delaware corporation and merge with and into SPAC Merger Sub, with the Company surviving as a wholly owned subsidiary of Avalanche\n(the “SPAC Merger”), and (ii) immediately thereafter, Company Merger Sub will merge with and into the Avalanche Company,\nwith the Avalanche Company surviving as a wholly owned subsidiary of Avalanche (the “Company Merger,” and together with the\nSPAC Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). If\nthe Business Combination Agreement is approved by our stockholders and the transactions contemplated thereby are consummated, AVAT will\nbe the publicly traded parent company, and the Company and the Avalanche Company will survive the respective mergers as wholly owned subsidiaries\nof AVAT.\n\nOn January 13, 2026, the Company entered\ninto Amendment No. 1 to the Business Combination Agreement (the “Business Combination Agreement Amendment”), effective\nas of October 1, 2025, which, among other things, added Astral Horizon, L.P. and certain Seller affiliates as parties to the agreement,\nmodified the allocation and form of merger consideration, revised the parties making seller representations and warranties, and replaced\nExhibit E to the Business Combination Agreement.\n\nOn March 17, 2026, the Company entered into\nAmendment No. 2 to the Business Combination Agreement Amendment (the “Business Combination Agreement Amendment No. 2”),\neffective as of October 1, 2025, pursuant to which the parties thereto agreed to postpone the issuance by Pubco to Astral of the\n2,000,000 shares of Astral Post-Closing Shares by thirty (30) calendar days, so that such issuance will occur on the thirtieth (30th)\ncalendar day following the Closing Date, rather than on the Company Merger Effective Time.\n\n16\n\nFor further details on the Proposed Business Combination,\nrefer to the Current Reports on Form 8-K filed by the Company with the SEC on October 7, 2025, January 13, 2026, and March 17,\n2026.\n\n*Sponsor Support Agreement*\n\nConcurrently with the execution of the Business\nCombination Agreement, we entered into a Sponsor Support Agreement with our Sponsor and Pubco (the “Sponsor Support Agreement”).\nIn addition, our Sponsor agreed pursuant to the Sponsor Support Agreement to effect certain security cancellations and to deposit certain\nPubco Class A Stock issued to it at the closing of the Proposed Business Combination (the “Closing”) into escrow in connection\nwith the Closing.\n\n*Company Unit Subscription Agreements*\n\nConcurrently with the execution of the Business\nCombination Agreement, we, Pubco and the AT Company entered into subscription agreements (collectively, the “Company Unit Subscription\nAgreements”) with certain investors (the “Company Unit Investors”), pursuant to which the Company Unit Investors agreed\nto purchase, payable in cash or USD Coin (“USDC”), unlocked AVAX or locked AVAX, and the AT Company agreed to issue and sell,\napproximately $274 million worth of Company Class A units (the “Subscribed Units”) at a price of $10.00 per Subscribed\nUnit, in a private placement (the “Company Unit Subscription”), upon the terms and subject to the conditions set forth therein.\nAt the Closing, each Subscribed Unit held by Company Unit Investors will be converted automatically into one share of Pubco Class A\nStock. Pursuant to the Company Unit Subscription Agreement, Pubco agreed to use commercially reasonable efforts to cause Pubco Class A\nStock into which the Subscribed Units will be converted upon Closing to be registered with the SEC.\n\n*Token Sale Agreement*\n\nConcurrently with the execution of the Business\nCombination Agreement and the TSA (as defined below), the Seller, the AT Company, Pubco, Avalanche BVI and Avalanche Cayman (together\nwith Avalanche BVI, the “Foundation”), entered into an asset sale and contribution agreement (the “Contribution Agreement”),\npursuant to which, on the date of the Business Combination Agreement: (a) the Foundation agreed to sell a minimum of $200 million\nof AVAX tokens on a pre-discount basis to the AT Company on the terms and subject to the conditions set forth in a Token Sale Agreement\n(the “TSA”) by and between the Company and the Foundation, and (b) the Seller agreed to contribute, directly and indirectly\nthrough certain related funds, 1,960,040 AVAX tokens to the AT Company in exchange for 5,805,638 Company units.\n\n**Results of Operations**\n\nWe have neither engaged in any operations nor\ngenerated any revenues to date. Our only activities from June 14, 2024 (inception) through March 31, 2026 were organizational\nactivities, those necessary to prepare for our initial public offering, described below, and identifying a target company for a Business\nCombination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating\nincome in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company\n(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.\n\nFor the three months ended March 31, 2026,\nwe had a net income of $1,724,016, which consists of interest income on investments held in the Trust Account of $2,113,587, partially\noffset by general and administrative expenses of $389,571.\n\nFor the three months ended March 31, 2025,\nwe had a net income of $2,018,521, which consists of interest income on investments held in the Trust Account of $2,339,304, partially\noffset by general and administrative expenses of $320,783.\n\n**Liquidity and Capital Resources**\n\nOn December 16, 2024, we consummated the\nInitial Public Offering of 23,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in\nthe amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial\nPublic Offering, we consummated the sale of 805,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private\nplacement to the Sponsor, generating gross proceeds of $8,050,000.\n\nFollowing the Initial Public Offering, the partial\nexercise of the over-allotment option, and the sale of the Private Units, a total of $231,150,000 was placed in the Trust Account. We\nincurred $13,354,261, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees and $704,261 of other\noffering costs.\n\nFor the three months ended March 31, 2026,\nnet cash used in operating activities was $386,112. Net income of $1,724,016 was affected by interest earned on investments held in Trust\nof $2,113,587. Changes in operating assets and liabilities provided $3,459 of cash from operating activities.\n\n17\n\nFor the three months ended March 31, 2025,\nnet cash used in operating activities was $162,285. Net income of $2,018,521 was affected by interest earned on investments held in Trust\nof $2,339,304. Changes in operating assets and liabilities provided $158,498 of cash from operating activities.\n\nAt March 31, 2026, we had cash and investments\nheld in the Trust Account of $243,344,159 (including approximately $12,194,159 of interest income and net of unrealized losses). We intend\nto use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account,\nwhich interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We\nmay withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in\npart, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital\nto finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.\n\nAt March 31, 2026, we had cash of $66,568\nheld outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target\nbusinesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations\nof prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective\ntarget businesses, structure, negotiate and complete a Business Combination.\n\nIn order to fund working capital deficiencies\nor finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers\nand directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such\nloaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may\nuse a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account\nwould be used for such repayment. Up to $1.5 million of such Working Capital Loans may be converted into units of the post Business\nCombination entity at a price of $10.00 per Unit. The units would be identical to the Private Placement Units.\n\nIn connection with the Company’s assessment\nof going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”,\nas of March 31, 2026, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which\nis considered to be one year from the date of the issuance of the financial statements. The Company cannot ensure that its plans to raise\ncapital or to consummate an initial Business Combination will be successful. In addition, Management has determined that if the Company\nis unable to complete an initial Business Combination within the Combination Period, then the Company will cease all operations except\nfor the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.\nManagement plans to consummate an initial Business Combination prior to the mandatory liquidation date. No adjustments have been made\nto the carrying amounts of assets or liabilities should the Company be required to liquidate after June 16, 2026.\n\n**Off-Balance Sheet Financing Arrangements**\n\nWe have no obligations, assets or liabilities,\nwhich would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create\nrelationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have\nbeen established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing\narrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial\nassets.\n\n**Contractual Obligations**\n\nWe do not have any long-term debt, capital lease\nobligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Chairman and Chief Executive Officer\nand the President and Chief Financial Officer, a total of up to $20,000 per month for their services as executive officers and directors\nof the Company. For the three months ended March 31, 2026, the Company incurred and paid an expense of $60,000 of fees for these\nservices. For the three months ended March 31, 2025, the Company incurred and paid an expense of $60,000 of fees for these services.\n\nThe underwriters are entitled to a deferred underwriting\nfee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held\nin the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.\n\nOn October 1, 2025, the Company amended the\nUnderwriting Agreement which shall apply only in connection with the Business Combination and shall not apply in connection with any business\ncombination that may be contemplated or consummated between the Company and any party other than Avalanche Company or its affiliates.\nThe parties agree that if the Business Combination is terminated for any reason, this Letter Agreement shall be void and of no effect\nfor all purposes. As a result of such amendment, the Company owes only $1,000,000 to the underwriters if the Business Combination is consummated.\n\n18\n\n**Critical Accounting Estimates**\n\nThe preparation of financial statements and related\ndisclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates\nand assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date\nof the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.\nWe have identified the following critical accounting policies.\n\n*Class A Ordinary Shares Subject to Possible\nRedemption*\n\nThe Public Shares contain a redemption feature\nwhich allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder\nvote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company\nclassifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control\nof the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable\nshares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,\nthe Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares\nwill result in charges against additional paid-in capital (to the extent available) and accumulated deficit.\n\n*Recent Accounting Pronouncements*\n\nManagement does not believe that any recently\nissued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.\n\n**Item 3. Quantitative and Qualitative Disclosures\nAbout Market Risk**\n\nWe are a smaller reporting company as defined\nby Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.\n\n**Item 4. Controls and Procedures**\n\n**Evaluation of Disclosure Controls and Procedures**\n\nDisclosure controls and procedures are designed\nto ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported\nwithin the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to\nour management, including our principal executive officer and principal financial officer or persons performing similar functions, as\nappropriate to allow timely decisions regarding required disclosure.\n\nUnder the supervision and with the participation\nof our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation\nof the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2026, as such\nterm is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive\nofficer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls\nand procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required\nto be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods\nspecified in the SEC’s rules and forms.\n\n**Changes in Internal Control over Financial\nReporting**\n\nThere was no change in our internal control over\nfinancial reporting that occurred during the fiscal quarter of 2026 covered by this Quarterly Report on Form 10-Q that has materially\naffected, or is reasonably likely to materially affect, our internal control over financial reporting.\n\n19\n\n**PART II - OTHER INFORMATION**\n\n**Item 1. Legal Proceedings**\n\nNone.\n\n**Item 1A. Risk Factors**\n\nFactors that could cause our actual results to\ndiffer materially from those in this report include the risk factors described in our Annual Report on Form 10-K with the SEC. As\nof the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed\nwith the SEC, except as set forth below:\n\n**The Proposed Business Combination may not\nbe completed on the terms or timeline currently contemplated, or at all.**\n\nThe consummation of the Proposed Business Combination\nis subject to numerous conditions, including the effectiveness of the registration statement to be filed by us as part of the Proposed\nBusiness Combination, and other customary closing conditions, and there can be no assurance that the Proposed Business Combination will\nbe consummated.\n\nIf the Proposed Business Combination is not completed\nfor any reason, the price of our Class A ordinary shares may decline to the extent that the market price of our Class A ordinary\nshares reflects or previously reflected positive market assumptions that the Proposed Business Combination would be completed and the\nrelated benefits would be realized. In addition, we have expended and will continue to expend significant management time and resources\nand have incurred and will continue to incur significant expenses due to legal, advisory, printing, and financial services fees related\nto the Proposed Business Combination. These expenses must be paid regardless of whether the Proposed Business Combination is consummated.\n\nIf the Proposed Business Combination is not completed\nfor any reason, our ongoing business and financial results may be adversely affected and, without realizing any of the benefits of having\ncompleted the Proposed Business Combination, we will be subject to a number of risks, including the following:\n\n·\nwe will be required to pay costs relating to the Proposed Business Combination, which are substantial, such as legal, accounting, financial advisory, and printing fees, whether or not the Proposed Business Combination is completed;\n\n·\ntime and resources committed by our management to matters relating to the Proposed Business Combination could otherwise have been devoted to pursuing other beneficial opportunities; and\n\n·\nwe may experience negative reactions from financial markets, including negative impacts on the price of our Class A ordinary shares, including to the extent that the current market price reflects a market assumption that the Proposed Business Combination will be completed.\n\n**During the pendency of the Business Combination\nAgreement, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in\nthe Business Combination Agreement, which could adversely affect our business.**\n\nCovenants in the Business Combination Agreement\nimpede our ability to make acquisitions, subject to specified exceptions relating to fiduciary duties, or complete other mergers, sales\nof assets, or other business combinations pending completion of the Proposed Business Combination. As a result, if the Proposed Business\nCombination is not completed, we may be at a disadvantage to our competitors during that period. In addition, while the Business Combination\nAgreement is in effect, we are generally prohibited from soliciting, initiating, encouraging, or entering into specified extraordinary\ntransactions, such as a merger, sale of assets, or other business combination, with any third party, subject to specified exceptions,\neven if any such transaction could be more favorable to our stockholders than the Proposed Business Combination. If the Proposed Business\nCombination is not completed, these provisions will make it more difficult to complete an alternative business combination following the\ntermination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.\n\n20\n\n**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.**\n\nOn December 16, 2024, we consummated the\nInitial Public Offering of 23,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds\nof $230,000,000. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No.333-281410).\nThe Securities and Exchange Commission declared the registration statements effective on December 12, 2024.\n\nSimultaneously with the consummation of the Initial\nPublic Offering, the Sponsor consummated the private placement of an aggregate of 805,000 Units at a price of $10.00 per Private Placement\nUnit with our Sponsor, and BTIG, as representative of the underwriters, generating total proceeds of $8,050,000. Each Unit consists of\none Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of\nthe initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of\nthe Securities Act.\n\nThe Private Placement Units are identical to the\nunits underlying the Units sold in the Initial Public Offering, except that the Private Placement Units are not transferable, assignable\nor salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\nOn December 13, 2024, the underwriters exercised\nthe over-allotment option partially to purchase an additional 2,000,000 Units. On December 16, 2024, the Company consummated the\nIPO of 23,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A\nOrdinary Share”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial\nbusiness combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000. A total\nof $231,150,000 of the net proceeds from the IPO (including the over-allotment Units) and the Private Placement (as defined below) were\ndeposited in a trust account established for the benefit of the Company’s public shareholders.\n\nWe paid a total of $4,600,000 in underwriting\ndiscounts and commissions and $704,261 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters\nagreed to defer $8,050,000 in underwriting discounts and commissions. On October 1, 2025, we amended the Underwriting Agreement such\nthat we will only owe $1,000,000 in underwriting discounts and commissions if the Business Combination is consummated. See “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations” section above.\n\nFor a description of the use of the proceeds generated\nin our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.\n\n**Item 3. Defaults Upon Senior Securities**\n\nNone\n\n**Item 4. Mine Safety Disclosures**\n\nNone\n\n**Item 5. Other Information**\n\nNone\n\n21\n\n**Item 6. Exhibits**\n\nThe following exhibits are filed as part of, or\nincorporated by reference into, this Quarterly Report on Form 10-Q.\n\n**No.**\n\n**Description of Exhibit**\n\n2.1+†\n\n[Business Combination Agreement, dated as of October 1, 2025, by and among SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, the Company and the Seller (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex2-1_mount.htm)\n\n10.1†\n\n[Sponsor Support Agreement, dated as of October 1, 2025, by and among Sponsor, SPAC and Pubco (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex10-1_mount.htm)\n\n10.2†\n\n[Form of Sponsor Lock-Up Agreement, by and among Pubco, Sponsor, insiders and the undersigned holders thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex10-2_mount.htm)\n\n10.3†\n\n[Form of Seller Lock-Up Agreement, by and between Pubco and the undersigned holders thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex10-3_mount.htm)\n\n10.4\n\n[Form of Amended and Restated Registration Rights Agreement, by and among Pubco, SPAC, Sponsor and the undersigned holders thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex10-4_mount.htm)\n\n10.5+†\n\n[Form of Company Unit Subscription Agreement, dated as of October 1, 2025, by and among SPAC, Pubco, the Company and certain undersigned subscriber thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex10-5_mount.htm)\n\n10.6\n\n[Amendment No. 1 to the Business Combination Agreement, dated as of January 13, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on January 13, 2026).](https://www.sec.gov/Archives/edgar/data/2029492/000121390026003955/ea027271901ex10-1_mountain.htm)\n\n10.7\n\n[Amendment No. 2 to the Business Combination Agreement dated as of March 17, 2026, by and among SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, the Company, the Seller, DV, DVII and Astral. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on March 17, 2026).](https://www.sec.gov/Archives/edgar/data/2029492/000121390026029238/ea028190101ex10-1.htm)\n\n31.1*\n\n[Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](tm2615006d1_ex31-1.htm)\n\n31.2*\n\n[Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](tm2615006d1_ex31-2.htm)\n\n32.1**\n\n[Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](tm2615006d1_ex32-1.htm)\n\n32.2**\n\n[Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](tm2615006d1_ex32-2.htm)\n\n99.1†\n\n[Contribution Agreement, dated as of October 1, 2025, by and among the Seller, the Company, Pubco, Avalanche BVI and Avalanche Cayman (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex99-1_mount.htm)\n\n99.2†\n\n[Token Sale Agreement, dated as of October 1, 2025, by and among the Company, Pubco, Avalanche BVI and Avalanche Cayman (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Mountain Lake Acquisition Corp. filed with the SEC on October 7, 2025).](https://www.sec.gov/Archives/edgar/data/2029492/000121390025097093/ea026048601ex99-2_mount.htm)\n\n101.INS*\n\nXBRL Instance Document\n\n101.SCH*\n\nXBRL Taxonomy Extension Schema Document\n\n101.CAL*\n\nXBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF*\n\nXBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB*\n\nXBRL Taxonomy Extension Labels Linkbase Document\n\n101.PRE*\n\nXBRL Taxonomy Extension Presentation Linkbase Document\n\n104*\n\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)\n\n*\nFiled herewith\n\n**\nThese certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.\n\n+\nCertain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.\n\n†\nCertain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.\n\n22\n\n**SIGNATURES**\n\nIn accordance with the requirements\nof the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\n\n**MOUNTAIN LAKE ACQUISITION CORP.**\n\nDate: May 15, 2026\nBy:\n/s/ Paul Grinberg\n\nName:\nPaul Grinberg\n\nTitle:\nChief Executive Officer\n\n(Principal Executive Officer)\n\nDate: May 15, 2026\nBy:\n/s/ Douglas Horlick\n\nName:\nDouglas Horlick\n\nTitle:\nChief Financial Officer\n\n(Principal Financial and Accounting Officer)\n\n23"}